Nature of Disclosure: Recommendations of the Committee of Independent Directors of SJ Corporation Limited regarding an open offer made by four individual acquirers, in compliance with Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Open Offer Details:

  • Acquirers: Mr. Pintu Kanjibhai Kalavadia (Acquirer 1), Mr. Prashant Kanjibhai Kalavadia (Acquirer 2), Mr. Umang Kantilal Savani (Acquirer 3), and Mr. Kalpesh Patel (Acquirer 4)
  • No Persons Acting in Concert identified for this offer
  • Offer Size: Up to 1,12,72,300 Equity Shares representing 26.00% of the Expanded Voting Share Capital
  • Offer Price: ₹12.00 per Offer Share, payable in cash
  • Maximum Consideration: ₹13,52,67,600.00 (assuming full acceptance)
  • Manager to the Offer: Diggi Corporate Advisors Private Limited

Committee of Independent Directors (IDC) Composition:

1. Mr. Maulik Pravinbhai Dalsaniya - Chairperson

2. Mrs. Ekfa Ankur Dholakia - Member

3. Mr. Pragnesh Kishorebhai Sonchhatra - Member

IDC Relationships and Trading Activity:

  • All IDC members are independent directors on the Board of SJ Corporation Limited
  • None of the IDC members hold any equity shares or other securities of the Target Company
  • None have any contract/relationship with the Target Company beyond their directorship
  • No trading in Equity Shares by IDC members from the date of Public Announcement (January 30, 2026) till the date of these recommendations (July 09, 2026)
  • No relationships or contracts with the Acquirers

Recommendation Rationale:

The IDC reviewed the following offer documents:

  • Public Announcement dated January 30, 2026
  • Detailed Public Statement published on February 06, 2026
  • Draft Letter of Offer dated February 13, 2026
  • Revised Draft Letter of Offer dated May 07, 2026
  • Corrigendum published on May 08, 2026
  • Letter of Offer along with Form of Acceptance and Form SH-4 dated July 02, 2026

The IDC determined that since the Equity Shares of SJ Corporation Limited are infrequently traded (as per Regulation 2(1)(j) of SEBI SAST Regulations), the Offer Price of ₹12.00 per share has been determined in accordance with parameters prescribed under Regulations 8(1) and 8(2) of the SEBI SAST Regulations.

Recommendation:

The IDC believes the offer price is in line with SEBI parameters but advises shareholders to independently evaluate the Open Offer through the Letter of Offer dated July 02, 2026, including risk factors described therein, market performance of Equity Shares, and make an informed decision in their best interests.

Publication Details:

The recommendations were published on July 09, 2026 in:

  • Financial Express (English daily) - All Editions
  • Jansatta (Hindi daily) - All Editions
  • Mumbai Lakshadeep (Marathi Daily) - Mumbai Edition

The statement is also available on the Target Company's website at www.sjcorp.in

Voting Pattern: The recommendations were unanimously approved by all IDC members.

Additional Information: No independent advisors were engaged, and no other matters require highlighting.